AirJoule Technologies Corp. — Director's Dealing 2024

Sep 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Montana Technologies Corp. (AIRJ)
CIK: 0001855474
Period of Report: 2024-09-16

Reporting Person: EILERS PATRICK C (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-16	Class A Common Stock	J	6827969	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-16	Warrants	$11.50	J	8900000	Disposed	2029-03-14	Class A Common Stock (8900000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1647217	Direct
Class A Common Stock	2842561	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$11.50	2029-03-14	Class A Common Stock (2225000)	2225000	Indirect

Footnotes

F1: Represents a pro rata distribution in-kind by XPDI Sponsor II LLC to its members for no consideration (the "Distribution").

F2: XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers is the managing member of TEP, and Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

F3: Represents securities acquired in the Distribution.

F4: TEP is the managing member of TEP XPDI Holdco II, LLC.